Exhibit 4.9

THE  WARRANT  AND  THE  SECURITIES   ISSUABLE  UPON  EXERCISE  OF  THIS  WARRANT
(COLLECTIVELY,  THE "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE  SKY LAWS  ("BLUE  SKY  LAWS").  NO  TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,
HYPOTHECATION  OR OTHER  DISPOSITION  OF THIS WARRANT OR THE  SECURITIES  OR ANY
INTEREST  THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE SECURITIES  ACT AND ANY APPLICABLE  BLUE SKY LAWS OR (B) IF
THE COMPANY HAS BEEN  FURNISHED  WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER,
WHICH OPINION AND COUNSEL SHALL BE  SATISFACTORY  TO THE COMPANY,  TO THE EFFECT
THAT NO  REGISTRATION  IS REQUIRED  BECAUSE OF THE  AVAILABILITY OF AN EXEMPTION
FROM  REGISTRATION  UNDER THE SECURITIES  ACT AND APPLICABLE  BLUE SKY LAWS, AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT,  PLEDGE,  HYPOTHECATION OR OTHER
DISPOSITION  WILL BE MADE ONLY IN  COMPLIANCE  WITH THE  CONDITIONS  OF ANY SUCH
REGISTRATION OR EXEMPTION.


                       WARRANT FOR SHARES OF COMMON STOCK
                                       OF
                             PROUROCARE MEDICAL INC.


WARRANT NO. 25                                               PLYMOUTH, MINNESOTA
                                                                DECEMBER 2, 2004

      FOR  VALUE  RECEIVED,   Vladimir  Drits,  or  his  successors  or  assigns
(collectively,  the  "Holder"),  is entitled to subscribe  for and purchase from
ProUroCare  Medical Inc., a Nevada  corporation  (the  "Company"),  up to Twenty
Thousand  (20,000)  fully paid and  nonassessable  shares (the  "Shares") of the
Company's common stock,  $.00001 par value (the "Common Stock"), at the exercise
price of Two and No/100  Dollars  ($2.00) per Share,  subject to  adjustment  as
herein  provided (the  "Exercise  Price").  This Warrant may be exercised by the
Holder at any time after the date  hereof;  provided,  however,  that the Holder
shall in no event have the right to exercise this Warrant or any portion thereof
after December 2, 2009, at which time all of the Holder's rights hereunder shall
expire.

      This Warrant is subject to the following provisions, terms and conditions:

      1.  Exercise  of Warrant  The rights  represented  by this  Warrant may be
exercised  by the  Holder,  in  whole or in part  (but not as to any  fractional
shares of Common Stock), by written notice of exercise  delivered to the Company
prior to the  intended  date of exercise  and by the  surrender  of this Warrant
(properly  endorsed if required) at the  Company's  principal  office,  and upon
payment to it by certified  check,  bank draft or cash of the purchase price for
such Shares.  Such notice shall be substantially in the form of the subscription
appearing at the end of this Warrant as Exhibit A, duly  executed by the Holder,
its agent or attorney.  The Company agrees that the Shares so purchased shall be
deemed to be issued to the Holder as the record  owner of such  Shares as of the
close of  business  on the date on which  this  Warrant  has been  exercised  by
payment to the Company of the purchase  price.  The Company shall deliver to the
Holder  within a  reasonable  time,  not to exceed  thirty  (30) days  after the
exercise of this Warrant,  certificates  for the Shares so purchased and, unless
this Warrant has expired,  a new Warrant  representing the number of shares,  if
any, remaining unexercised. The Company may require that any such new Warrant or
any  certificate  for shares  purchased  upon the exercise  hereof bear a legend
substantially similar to that which is contained on the face of this Warrant.

      2.  Transferability  of this  Warrant  This  Warrant  is  issued  upon the
following terms, to which the Holder consents and agrees:

            (a) Until this Warrant is  transferred  on the books of the Company,
      the Company will treat the Holder of this  Warrant,  registered as such on
      the books of the Company,  as the  absolute  owner hereof for all purposes
      without effect given to any notice to the contrary.

            (b) This  Warrant  may not be  exercised,  and this  Warrant and the
      Shares  underlying  this  Warrant  shall  not be  transferable,  except in
      compliance  with  all  applicable  state  and  federal   securities  laws,
      regulations and orders,  and with all other applicable  laws,  regulations
      and orders.

            (c) The Warrant may not be transferred,  and the Shares  purchasable
      upon exercise of this Warrant,  may not be transferred  without the Holder
      obtaining   an  opinion  of  counsel,   which   opinion  and  counsel  are
      satisfactory to the Company,  stating that the proposed  transaction  will
      not  result  in a  prohibited  transaction  under the  Securities  Act and
      applicable Blue Sky Laws. By accepting this Warrant,  the Holder agrees to
      act in accordance with any conditions imposed on such transfer by any such
      opinion of counsel.

            (d) Any transfer of this Warrant shall be made by delivering written
      notice  of the  transfer  to  the  Company  together  with  an  assignment
      substantially  in the  form  of  assignment  appearing  at the end of this
      Warrant as Exhibit B, duly executed by the Holder, its agent or attorney.

            (e) Neither the  issuance  of this  Warrant nor the  issuance of the
      Shares  purchasable  upon  exercise of this Warrant  have been  registered
      under the Securities Act.

      3.  Certain  Covenants  of the Company The Company  hereby  covenants  and
agrees  that all  Shares  which may be issued  upon the  exercise  of the rights
represented by this Warrant shall,  upon their issuance,  be duly authorized and
issued,  fully  paid and  nonassessable  shares of Common  Stock,  free from all
taxes, liens and charges with respect to the issue hereof, except those that may
be created by or imposed upon the Holder or its property;  and, without limiting
the generality of the foregoing,  the Company  covenants and agrees that it will
from time to time take all such  actions as may be  required  to ensure that the
par value per share of the  Common  Stock is at all times  equal to or less than
the Exercise  Price per share  issuable  pursuant to this  Warrant.  The Company
further  covenants  and agrees  that during the period  within  which the rights
represented  by this Warrant may be  exercised,  the Company  shall at all times
have authorized and reserved,  free of preemptive or other rights,  a sufficient
number of shares of its Common  Stock to provide  for the full  exercise  of the
purchase rights evidenced by this Warrant.

      4.  Adjustment of Exercise  Price and Number of Shares The Exercise  Price
and number of Shares are subject to the following adjustments:

            (a) Stock  Dividend,  Stock Split or Stock  Combination.  If (i) the
      Company pays any  dividends on any class of the  Company's  capital  stock
      payable in Common Stock or securities  convertible into or exercisable for
      Common  Stock,  (ii) the Company  divides its  then-outstanding  shares of
      Common  Stock  into a greater  number  of  shares,  or (iii)  the  Company
      combines its outstanding  shares of Common Stock, by  reclassification  or
      otherwise,   then  in  any  such  event,  the  Exercise  Price  in  effect
      immediately  prior to such event shall be adjusted to a price  (calculated
      to the nearest full cent) obtained by multiplying  the number of shares of
      Common Stock  outstanding  immediately prior to such event by the Exercise
      Price in effect immediately prior to such event, and dividing by the total
      number of shares of Common Stock outstanding  immediately after such event
      (the "Adjusted Exercise Price"). No adjustment of the Exercise Price shall
      be made if the  amount  of such  adjustment  shall be less  than  $.05 per
      Share; provided,  however that any such adjustment not required to be made
      shall be carried  forward and made at the time,  and  together  with,  any
      subsequent  adjustment(s)  which  shall  amount  to not less than $.05 per
      share.

            (b) Number of Shares Purchasable on Exercise of Warrants.  Upon each
      adjustment  of the  Exercise  Price,  the Holder shall  thereafter  (until
      another such adjustment) be entitled to purchase, at the Adjusted Exercise
      Price,  the number of shares of Common  Stock  (calculated  to the nearest
      full share)  obtained by  multiplying  the Shares  purchasable  under this
      Warrant  immediately  prior to such  adjustment  by the Exercise  Price in
      effect immediately prior to such adjustment,  and dividing by the Adjusted
      Exercise Price.

            (c) Notice of Adjustment. Upon any adjustment of the Exercise Price,
      the Company shall give written notice thereof by first-class mail, postage
      prepaid,  addressed  to each  Holder as shown on the books of the  Company
      within 30 days of the adjustment. Any such notice shall state the Adjusted
      Exercise Price and adjusted number of shares purchasable upon the exercise
      of the Warrant,  and shall set forth in  reasonable  detail the methods of
      calculation of such adjustments and the facts upon which such calculations
      were based.

            (d) Effect of Reorganization,  Reclassification or Merger. If at any
      time  while  this  Warrant  is   outstanding   there  should  be  (i)  any
      reorganization  of the  Company's  capital  stock  (other  than  splits or
      combinations  of Common Stock  contemplated by and provided for in Section
      4(a)),  (ii) any  consolidation  or merger  of the  Company  with  another
      corporation,  limited  liability  company,  partnership  or other business
      entity, or any sale, conveyance, lease or other transfer by the Company of
      all or substantially all of its property to any other corporation, limited
      liability company, partnership or other business entity, which is effected
      in such a manner  that the  holders of Common  Stock  shall be entitled to
      receive cash,  stock,  securities or assets with respect to or in exchange
      for Common Stock, or (iii) any dividend or any other distribution upon any
      class  of the  Company's  capital  stock  payable  in  capital  stock of a
      different  class,  other  securities  of the  Company,  or  other  Company
      property (other than cash),  then, as a part of such  transaction,  lawful
      provision shall be made so that the Holder shall have the right thereafter
      to receive,  upon the  exercise  hereof,  the number of shares of stock or
      other  securities  or property of the Company or of the  successor  entity
      resulting from a  consolidation  or merger,  or of the entity to which the
      property  of the  Company  has been sold,  conveyed,  leased or  otherwise
      transferred, as the case may be, which the Holder would have been entitled
      to receive upon such capital  reorganization,  reclassification of capital
      stock, consolidation,  merger, sale, conveyance,  lease or other transfer,
      if this  Warrant  had been  exercised  immediately  prior to such  capital
      reorganization,  reclassification of capital stock, consolidation, merger,
      sale,  conveyance,  lease or other transfer. In any such case, appropriate
      adjustments (as determined by the Company's  board of directors)  shall be
      made in the  application of the provisions of this Warrant to the end that
      the provisions set forth herein shall thereafter be applicable, as near as
      reasonably may be, in relation to any shares or other property  thereafter
      deliverable  upon the  exercise  of the Warrant as if the Warrant had been
      exercised    immediately    prior   to   such   capital    reorganization,
      reclassification  of capital  stock,  such  consolidation,  merger,  sale,
      conveyance,  lease or other  transfer  and the Holder had  carried out the
      terms of the  exchange as  provided  for by such  capital  reorganization,
      consolidation  or merger.  The Company  shall not effect any such  capital
      reorganization, consolidation, merger or transfer unless, upon or prior to
      the consummation  thereof, the successor entity or the entity to which the
      property  of the  Company  has been sold,  conveyed,  leased or  otherwise
      transferred  shall  assume in  writing  the  obligation  to deliver to the
      Holder such shares of stock, securities, cash or property which the Holder
      shall be entitled to purchase in accordance with the foregoing provisions.

      5. No Rights as  Shareholder  This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.

      6.  Governing  Law This  Warrant  shall be  governed by and  construed  in
accordance  with  the laws of the  State  of  Minnesota  without  regard  to its
conflicts-of-law provisions.

      7.  Amendments  and  Waivers  The  provisions  of this  Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holder.

      8.  Successors  and Assigns All the terms and  conditions  of this Warrant
shall be binding upon and inure to the benefit of the permitted  successors  and
assigns of the Company and the Holder.

      9.  Headings  and   References  The  headings  of  this  Warrant  are  for
convenience only and shall not affect the interpretation of this Warrant. Unless
the  context  indicates  otherwise,   all  references  herein  to  Sections  are
references to Sections of this Warrant.

      10.  Notices All  notices or  communications  hereunder,  except as herein
otherwise specifically provided, shall be in writing. Notices sent to the Holder
shall be mailed, hand delivered or faxed and confirmed to the Holder at his, her
or its address set forth in the Company's  records.  Notices sent to the Company
shall be mailed,  hand  delivered or faxed and confirmed to  ProUroCare  Medical
Inc., One Carlson  Parkway,  Suite 124,  Plymouth,  Minnesota  55447, or to such
other address as the Company or the Holder shall notify the other as provided in
this Section.

<PAGE>

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer on the date first set forth above.


                                        PROUROCARE MEDICAL INC.


                                        By   /s/ Michael P. Grossman
                                             -----------------------------------
                                             MICHAEL P. GROSSMAN,
                                             President and CEO


ATTEST:


By  /s/ Richard Thon
    -------------------------------------
    RICHARD THON, Chief Financial Officer


<PAGE>

                                    EXHIBIT A

                                  SUBSCRIPTION

                  (To be signed only upon exercise of warrant)


      THE  UNDERSIGNED,  the  holder of the  warrant  referenced  below,  hereby
irrevocably  elects to exercise the purchase  right  represented by such warrant
for,  and to  purchase  thereunder,  _______________________________  shares  of
common stock of ProUroCare Medical Inc. to which such warrant relates,  herewith
makes payment of $_____________________  therefor in cash, or by certified check
or bank draft, and hereby requests that a certificate evidencing the such shares
be delivered to  _______________________________________,  whose  address is set
forth below the signature of the undersigned:


Dated:
        -------------------------------         --------------------------------
                                                (Signature)


                                                --------------------------------
                                                (Printed Name)


                                                --------------------------------
                                                (Address)


                                                --------------------------------
                                                (Address)





Warrant No. __, dated __________, 2004

<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

             (To be signed only upon authorized transfer of warrant)



      FOR VALUE RECEIVED,  the undersigned hereby sells, assigns,  transfers and
conveys unto  _________________________________  the right to purchase shares of
common stock of  ProUroCare  Medical Inc.  (the  "Company")  represented  by the
warrant referenced below, and hereby appoints  _________________________________
as attorney to transfer  said right on the books of the Company  with full power
of substitution in the premises.



Dated:
        -------------------------------         --------------------------------
                                                (Signature)


                                                --------------------------------
                                                (Printed Name)


                                                --------------------------------
                                                (Address)


                                                --------------------------------
                                                (Address)





Warrant No. __, dated __________, 2004